Financial Statements of RWE AG

2011 Financial Statements of RWE AG

FINANCIAL STATEMENTS OF RWE AG The financial statements and review of operations of RWE AG for the 2011 fiscal year are submitted to Bundesanzeiger Verlagsgesellschaft mbh, Cologne, Germany, the operator of the electronic Bundesanzeiger (Federal Gazette), and published in the electronic Bundesanzeiger. The review of operations of RWE AG has been combined with the review of operations of the RWE Group and is published in our annual report on pages 29 to 100 and pages 109 to 115. Balance Sheet 2 Income Statement Notes Dividend Proposal 20 Responibility Statement 21 Boards (Part of the Notes) 22 List of Shareholdings (Part of the Notes) 27 Auditor s Report 55 Financial Calendar 56 Imprint 57

2 Balance Sheet Balance Sheet at 1 December 2011 Assets million (Note) Non-current assets (1) 1 Dec 2011 Financial assets 9,246 9,849 Current assets Accounts receivable and other assets (2) Accounts receivable from affiliated companies 7,719,950 Other assets 141 792 Marketable securities () 2,57 452 Cash and cash equivalents (4) 697 1,227 1 Dec 2010 10,914 6,421 Prepaid expenses (5) 7 84 Deferred tax assets (6) 2,761 0 52,994 46,54 Equity and liabilities million Equity Subscribed capital (Note) (7) 1 Dec 2011 Common shares 1,474 1,40 Preferred shares 100 100 1 Dec 2010 1,574 1,440 Less nominal value of treasury shares 1 74 Capital issued 1,57 1,66 Capital reserve 2,85 1,158 Retained earnings Other retained earnings 4,77,755 Distributable profit 1,20 1,867 Provisions (8) 9,925 8,146 Provisions for pensions and similar obligations 1,066 575 Provisions for taxes 2,47 2,99 Other provisions 970 1,28 Liabilities (9) 4,509 4,851 Bonds 2,812 2,609 Bank debt 912 228 Trade accounts payable 18 1 Accounts payable to affiliated companies 0,902 29,462 Other liabilities,88 98 8,527,1 Deferred income (10) 44 52,994 46,54

Income Statement Notes Income Statement for the period from 1 January 2011 to 1 December 2011 million (Note) 2011 2010 Net income from financial assets (1) 5,184 Net interest (14) 1,419 681 Other operating income (15) 1,047 2,227 Staff costs (16) 115 1 Other operating expenses (17) 422 681 Profit from ordinary activities 1,262,916 Extraordinary result (18) 29 1 Taxes on income (19) 2,771 1,97 Net profit 1,58 2,520 Transfer to other retained earnings 08 65 Distributable profit 1,20 1,867 Notes at 1 December 2011 Roll-forward of non-current assets million Financial assets Balance at 1 Dec 2010 Cost Additions Disposals Balance at 1 Dec 2011 Accumulated amortisation Balance at 1 Dec 2011 Carrying amounts Balance at 1 Dec 2010 Balance at 1 Dec 2011 Shares in affiliated companies 29,46 544 651 29,56 89 29,74 29,267 Loans to affiliated companies 10,127 1,18 2,056 9,89 10,127 9,89 Investments 155 16 18 155 18 Amortisation for the reporting period Long-term securities 190 82 272 2 189 270 1 Other loans 4 2 2 4 2 9,99 2,107 2,709 9,7 91 9,849 9,246 1

4 Basis of presentation Accounting policies Basis of presentation The financial statements have been prepared in accordance with the German Commercial Code (HGB) and the German Stock Corporation Act (AktG). Individual balance sheet and income statement items have been combined in order to improve clarity. These items are stated and explained separately in the notes to the financial statements. The income statement has been prepared using the nature of expense method. The financial statements have been prepared in euros ( ) and amounts are stated in millions of euros ( million). Accounting policies Investments in affiliated companies and investments are stated at cost or at lower fair values. Long-term securities are valued at cost or lower market value. Loans and employer loans are accounted for at nominal value or at lower fair value. Cash and cash equivalents, accounts receivable and other assets are disclosed at nominal value after deducting required value adjustments. All identifiable individual risks are taken into account. Non-interest-bearing accounts receivable for other assets are discounted to their present value. Current securities are valued at cost or lower market value. Within the framework of the corporate and trade tax group, all deferred taxes of the group are attributable to RWE AG as the parent company and hence as the entity liable to pay tax, insofar as continued existence of the group is expected. During the year under review, the capitalisation option pursuant to Sec. 274 Para 1 Sentence 2 of the German Commercial Code (HGB) was exercised for the first time. This change in recognition allows for a better view of the assets and profit and loss situation, due to the fact that in particular in the fields of power generation and gas procurement large provisions for contingent losses have been formed within the tax group, which, however, are only recognised as expenses for the purposes of commercial law and are temporarily not recognised as expenses for tax accounting purposes. Furthermore, there are significant differences compared to the valuation of pension provisions for tax purposes. After netting deferred tax assets and deferred tax liabilities, a net asset position of 2,761 million remained, which was capitalised with an effect on income. In the previous year, exercise of this capitalisation option would have resulted in a net asset position of 2,214 million. Measurement of the deferred taxes is based on a company-specific tax rate of 1.2 %. Provisions for pensions and similar obligations are based on actuarial computations using Klaus Heubeck s 2005G reference tables which take into account generation-dependent life expectancies applying the projected unit credit method. They were discounted using the average market interest rates for the previous seven years published by the German Bundesbank, taking an assumed remaining maturity of 15 years as a basis (Sec. 25, Para. 2, Sentence 2 of HGB); the interest rate used was 5.1 %. In respect of other calculation assumptions, annual wage increases of 2.75 %, pension increases of 1.0 % and 1.75 % and company-specific fluctuation assumptions were taken as a basis. Insofar as there are special-purpose funds pursuant to Sec. 246, Para. 2 of HGB, the provision derives from the balance of the actuarial present value of the obligations and the fair value of the special-purpose funds; the fair value essentially corresponds to the market value of the special-purpose funds. After netting, the impact of changes in the discount rate, changes in the fair value of the special-purpose funds and ongoing returns on the special funds are reported in net interest. Measurement of provisions for service anniversary obligations and for pre-retirement part-time employment occurs on the basis of actuarial principles, using an interest rate of 5.1 % and 4.09 %, respectively. All identifiable risks, uncertain liabilities and anticipated losses from pending business transactions are taken into account in the assessment of other provisions. Provisions are recognised at the settlement amount dictated by prudent business judgement. Insofar as possible, the retention option pursuant to Sec. 67, Para. 1, Sentence 2 of the Introductory Act to the German Commercial Code (EGHGB) has been exercised. Liabilities are valued at settlement amounts. Contingent liabilities are valued according to the extent of liability existing as of the balance-sheet date.

Accounting policies Notes to the Balance Sheet 5 Insofar as possible, valuation units pursuant to Sec. 254 of HGB are formed. Foreign currency transactions are valued at the exchange rate prevailing at the time of first entry or when hedged at the forward rate. Receivables and liabilities which are not hedged are measured as at the balance-sheet date, taking into account the imparity principle for maturities over one year. Notes to the Balance Sheet (1) Non-current assets An analysis and description of the movements of non-current assets summarised in the balance sheet for fiscal 2011 is provided on page. The following is an overview of material changes in the fiscal year: On 6 September 2011, a contract was concluded on the sale of a 74.9% stake in Amprion GmbH, Dortmund; the remaining investment in Amprion GmbH amounts to 25.1%. This resulted in disposals of 650 million in relation to affiliated companies and additions of 16 million in relation to investments. A payment to the capital reserve of RWE Supply & Trading GmbH, Essen, resulted in an increase of 21 million in the carrying amount. In respect of loans to affiliated companies, additions primarily relate to GBV Fünfte Gesellschaft für Beteiligungsverwaltung mbh, RWE Innogy GmbH and RWE & Turcas Güney Elektrik Üretim A.S., Ankara/Turkey. Disposals primarily relate to GBV Fünfte Gesellschaft für Beteiligungsverwaltung mbh, RWE Vertrieb AG, Dortmund, and Amprion GmbH. The carrying amount of GBV Fünfte Gesellschaft für Beteiligungsverwaltung mbh, Essen, increased by 77 million, due to payment to the capital reserve. The carrying amounts of RWE Innogy GmbH, Essen, and RWE Innogy Cogen GmbH, Dortmund, increased by 19 million and 8 million, respectively, due to payments to the capital reserves. Long-term securities consist exclusively of units in securities funds. The information on Shareholdings pursuant to Sec. 285, No. 11 of HGB is presented on pages 27 to 54. (2) Accounts receivable and other assets million 1 Dec 2011 Of which: RT 1 > 1 year 1 Dec 2010 Of which: RT 1 > 1 year Accounts receivable from affiliated companies 7,719 1,508,950 1,052 Other assets 141 21 792 572 7,860 1,529 4,742 1,624 1 RT = remaining term. Accounts receivable from affiliated companies include claims arising from loans, tax group accounting settlements and ongoing clearing transactions. Other assets primarily consist of interest accruals and receivables. In the previous year, a significant portion of other assets was related to claims for the payment of corporate tax credits. During the year under review, almost the entire amount of these claims was transferred to RWE Pensionstreuhand e.v., Essen, for the financing of company pension plans.

6 Notes to the Balance Sheet () Marketable securities Other marketable securities consist of fixed-interest securities from the investment of cash and cash equivalents. (4) Cash and cash equivalents Cash and cash equivalents nearly exclusively relate to bank balances. (5) Prepaid expenses million 1 Dec 2011 1 Dec 2010 Discount 47 54 Other 26 0 7 84 (6) Deferred tax assets The tax group s deferred taxes break down as shown in the table below, which also includes the unrecognised prior-year figures for comparison: million 1 Dec 2011 1 Dec 2010 Item Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities Assets Non-current assets 208 158 228 116 Current assets, miscellaneous 87 5 1 0 Liabilities Exceptional items 0 9 0 2 Provisions 2,45 25 1,840 44 Liabilities, miscellaneous 15 8 1 Total 2,97 212 2,89 175 Balance 212 175 Net asset position 2,761 2,214 (7) Equity Changes in equity million Balance at 1 Dec 2010 Capital increase Sale of treasury shares Dividend payments Net profit Subscribed capital 1,440 14 1,574 Balance at 1 Dec 2011 Less nominal value of treasury shares 74 1,66 7 1 1,57 Capital reserve 1,158 1,227 2,85 Retained earnings Other retained earnings,755 674 08 4,77 Distributable profit 1,867 1,867 1,20 1,20 8,146 1,61 747 1,867 1,58 9,925

Notes to the Balance Sheet 7 RWE AG s share capital amounts to 1,57,748,477.44 and has the following structure: Common shares: 575,745,499 no-par-value common shares in the name of the bearer with 575,745,499 votes (9.7% of the subscribed capital). Preferred shares: 9,000,000 no-par-value preferred shares in the name of the bearer without voting rights (6.% of the subscribed capital). In the course of the distribution of profits, the non-voting preferred shares are entitled to a preferred dividend of 0.1 per preferred share under certain conditions. On 5 December 2011, RWE AG decided to implement a capital increase and sale of treasury shares, as part of an overall package to strengthen the equity capital base and improve the capital structure of the Group. Both the newly issued shares and the treasury shares sold are eligible for dividends starting from 1 January 2011. During the reporting period, the authorisation of 17 April 2008 was partially used to issue 52,40,499 new bearer common shares from the authorised capital at a price of 26.00 per share, issued on a cash basis, excluding shareholders subscription rights. As a result, the capital stock increased by 1,991,677.44 to 1,57,748,477.44 and the capital reserve pursuant to Sec. 272 Para. 2 No. 1 of HGB increased by 1,226,861,296.56 to 2,84,745,6.45. The capital increase was completed with registration in the commercial register on 7 December 2011. Above and beyond this, the company also sold 28,105,27 of its treasury shares. This amounted to 71,949,67.12 of the capital stock (4.57% of subscribed capital, following the capital increase). Proceeds from this capital measure amounted to 70,78,502.00. Within the framework of the employee stock ownership plan, 442,692 treasury shares were sold to employees of RWE AG and its subsidiaries for capital formation; this is equivalent to 1,1,291.52 of the capital stock (0.08% of the subscribed capital). Proceeds amounted to 16,96,747.18. In total, proceeds from the sale of treasury shares amounted to 747,15,249.18 in the period under review. This resulted in an increase of 7,082,928.64 in capital issued and 674,052,20.54 in retained earnings. Pursuant to a resolution passed by the Annual General Meeting on 17 April 2008, the Executive Board of RWE AG was authorised to increase the company s capital stock, subject to the Supervisory Board s approval, by up to 287,951,60.00 until 16 April 201, through the issuance of new, bearer common shares in return for contributions in cash or in kind (authorised capital). In certain cases, the subscription rights of shareholders can be excluded, with the approval of the Supervisory Board. During the reporting period, this authorisation was used to the extent of the capital increase, leaving 15,959,682.56 in authorised capital. Pursuant to a resolution passed by the Annual General Meeting on 22 April 2009, the Executive Board was further authorised to issue option or convertible bonds until 21 April 2014. The total nominal value of the bonds is limited to 6,000 million. Shareholders subscription rights may be excluded under certain conditions. The Annual General Meeting decided to establish 14,975,680 in conditional capital divided into 56,240,500 bearer common shares, in order to redeem the bonds. Shares from the authorised capital are to be deducted from the shares from the conditional capital, insofar as they are both issued with an exclusion of shareholders subscription rights. Pursuant to a resolution passed by the Annual General Meeting on 20 April 2011, the company was authorised until 19 October 2012 to buy back any kind of the company s shares totalling up to 10% of the capital stock as of the date upon which the resolution was passed by the Annual General Meeting, or if such amount is lower of the capital stock on the date of exercising such authorisation; share buy-backs may also be carried out using put or call options. Based on the authorisation, the Executive Board is also entitled to cancel the treasury shares without a further resolution by the Annual General Meeting. Moreover, the Executive Board is also authorised to transfer or sell such shares to third parties, under certain conditions and excluding shareholders subscription rights. The Executive Board was furthermore authorised to use the treasury shares to discharge obligations from future employee share schemes; in this regard, shareholders subscription rights shall be excluded. As of 1 December 2011, RWE AG held 298,454 no-par-value common shares in RWE AG equivalent to 764,042.24 of the share capital (0.05% of subscribed capital). The calculated costs of the treasury shares were deducted from the carrying amount of equity. The company s shares were acquired during the period from 21 February to 16 May 2008, on the basis of the resolutions of the Annual General Meeting of 18 April 2007 and 17 April 2008. These shares can be used for the purposes of treasury shares determined by the Annual General Meeting.

8 Notes to the Balance Sheet During fiscal 2011, RWE AG purchased 10,005 RWE common shares at an average cost of 4.55 per share on the capital market. They accounted for 25,612.80 of the share capital (0.002% of subscribed capital). All of these shares were sold to employees of RWE AG on the occasion of service anniversaries and resulted in total proceeds of 4,84.25. Differences to the purchase price were netted against freely available retained earnings. The capitalisation of deferred taxes in the amount of 2,761 million and the result from the fair value measurement of the special-purpose funds over and above cost in the amount of 0 million results in a total sum of 2,791 million, which is subject to prohibition of distribution; this amount is covered by the freely available reserves. In the year under review, the groupwide share-based payment systems for executives of RWE AG and subordinate affiliates consisted of the following: Beat 2005 and Beat 2010. The expenses associated with these are borne by the respective Group companies which employ the persons holding notional stocks. Beat 2005 2008 tranche 2009 tranche Grant date 1 Jan 2008 1 Jan 2009 Number of conditionally granted performance shares 1,668,86,251,625 Term Three years Three years Pay-out conditions Determination of payment Change in corporate control/merger Form of settlement Automatic pay-out, if following a waiting period of three years an outperformance compared to 25 % of the peer group of the Dow Jones STOXX Utilities Index has been achieved, measured in terms of their index weighting as of the inception of the programme. Measurement of outperformance is carried out using Total Shareholder Return, which takes into account both the development of the share price together with reinvested dividends. 1. Determination of the index weighting of the peer group companies which exhibit a lower Total Shareholder Return than RWE at the end of the term. 2. Performance factor is calculated by squaring this percentage rate and multiplying it by 1.25.. Total number of performance shares which can be paid out is calculated by multiplying the performance shares conditionally granted by the performance factor. 4. Payment corresponds to the final number of performance shares valued at the average RWE share price during the last 20 exchange trading days prior to expiration of the programme. The payment is limited to twice the value of the performance shares as of the grant date. If during the waiting period there is a change in corporate control, a compensatory payment is made. This is calculated by multiplying the price paid in the acquisition of the RWE shares by the final number of performance shares. The latter shall be determined as per the plan conditions with regard to the time when the bid for corporate control is submitted. In the event of merger with another company, the compensatory payment shall be calculated on the basis of the fair value of the performance shares at the time of the merger multiplied by the prorated number of performance shares corresponding to the ratio between the total waiting period and the waiting period until the merger takes place. Cash settlement

Notes to the Balance Sheet 9 Beat 2010 2010 tranche Waiting period: years 2010 tranche Waiting period: 4 years 2011 tranche Waiting period: 4 years Grant date 1 Jan 2010 1 Jan 2010 1 Jan 2011 Number of conditionally granted performance shares 826,954 1,059,467 2,621,542 Term Three years Five years Five years Pay-out conditions Automatic pay-out, if following a waiting period of three years (valuation date: Dec 1 of the third year) an outperformance compared to at least 25 % of the peer group of the Dow Jones STOXX Utilities Index has been achieved, measured in terms of their index weighting as of the issue of the tranche. Measurement of outperformance is carried out using Total Shareholder Return, which takes into account both the development of the share price together with reinvested dividends. Possible pay-out on three exercise dates (valuation dates: Dec 1 of the fourth year, June 0 and Dec 1 of the fifth year) if as of the valuation date an outperformance compared to at least 25 % of the peer group of the Dow Jones STOXX Utilities Index has been achieved, measured in terms of their index weighting as of the issue of the tranche. Measurement of outperformance is carried out using Total Shareholder Return, which takes into account both the development of the share price together with reinvested dividends. Automatic pay-out occurs on the third valuation date; the number of performance shares available for pay-out can be freely chosen on the first and second valuation date. Determination of payment Change in corporate control/merger Personal investment Form of settlement 1. Determination of the index weighting of the peer group companies which exhibit a lower Total Shareholder Return than RWE at the valuation date. 2. The total number of performance shares which can be paid out is determined on the basis of a linear payment curve. If the index weighting of 25 % is outperformed, 7.5 % of the conditionally-granted performance shares can be paid out. Another 1.5 % of the performance shares granted can be paid out for each further percentage point above and beyond the index weighting of 25 %.. Payment corresponds to the number of payable performance shares valued at the average RWE share price during the last 60 exchange trading days prior to the valuation date. The payment is limited to twice the value of the performance shares as of the grant date. If during the waiting period there is a change in corporate control, a compensatory payment is made. This is calculated by multiplying the price paid in the acquisition of the RWE shares by the final number of performance shares which have not been used. The latter shall be determined as per the plan conditions with regard to the time when the bid for corporate control is submitted. In the event of merger of RWE AG with another company, the performance shares shall expire and a compensatory payment shall be made. First, the fair value of the performance shares as of the time of merger shall be calculated. This fair value is then multiplied by the number of performance shares granted, reduced pro-rata. The reduction factor is calculated as the ratio of the time from the beginning of the total waiting period until the merger takes place to the entire waiting period of the programme, multiplied by the ratio of the performance shares not yet used as of the time of the merger to the total number of performance shares granted at the beginning of the programme. As a prerequisite for participation, plan participants must demonstrably invest one sixth of the gross grant value of the performance shares before taxes in RWE common shares and hold such investment until expiration of the waiting period of the tranche in question. Cash settlement The fair value of the performance shares conditionally granted in the Beat programme amounted to 17.01 per share as of the grant date for the 2011 tranche, 25.96 per share for the 2010 tranche (four-year waiting period), 28.80 per share for the 2010 tranche (three-year waiting period), and 11.9 per share for the 2009 tranche. These values were calculated externally using a stochastic, multivariate Black-Scholes standard model via Monte Carlo simulations on the basis of one million scenarios each. In the calculations, due consideration was taken of the maximum payment stipulated in the programme s conditions for each conditionally granted performance share, the discount rates for the remaining term, the volatilities and the expected dividends of RWE AG and of peer companies.

10 Notes to the Balance Sheet In the year under review, the number of performance shares developed as follows: Performance Shares from Beat 2005 2008 tranche 2009 tranche Outstanding at the start of the fiscal year 1,652,025,226,809 Granted Change (granted/expired) -69,955 Paid out -1,652,025 Outstanding at the end of the fiscal year 0,156,854 Payable at the end of the fiscal year 0 0 Performance Shares from Beat 2010 2010 tranche Waiting period: years 2010 tranche Waiting period: 4 years 2011 tranche Waiting period: 4 years Outstanding at the start of the fiscal year 815,020 1,046,028 Granted 2,621,542 Change (granted/expired) 11,52 1,194 60,924 Paid out Outstanding at the end of the fiscal year 80,497 1,02,84 2,560,618 Payable at the end of the fiscal year The remaining contractual term amounts to four years for the 2011 tranche, three years for the 2010 tranche with four-year waiting period and one year for the 2010 tranche with three- year waiting period. The contractual term for the 2009 tranche ended upon completion of the year under review. No pay-out occurred as the pay-out conditions were not fulfilled. (8) Provisions million 1 Dec 2011 1 Dec 2010 Provisions for pensions and similar obligations 1,066 575 Provisions for taxes 2,47 2,99 Other provisions 970 1,28 4,509 4,851 Based on existing guarantees, the reported provisions for pensions also include benefits payable to current and former employees of Amprion GmbH, Rhein-Ruhr Verteilnetz GmbH, RWE Deutschland AG, RWE Effizienz GmbH, RWE Gastronomie GmbH, RWE IT GmbH, RWE Power AG, RWE Service GmbH, RWE Supply & Trading GmbH, RWE Vertrieb AG and Westfalen-Weser-Ems Verteilnetz GmbH. Expenses incurred for the retirement benefits of the companies concerned are reimbursed by them. Within the framework of exercising the accrual option for an addition to pension obligations in relation to the first-time application of the German Accounting Modernisation Act (BilMoG), the provision of 00 million which was not stated as an addition last year was recognised in full during the year under review. As of 1 November 2011, RWE AG transferred further pension obligations to RWE Pensionsfonds AG, Essen, within the scope of follow-up funding on the basis of the pension fund agreement in force since 2007. The redemption price determined actuarially in compliance with the statutory regulations amounted to 1,112 million. The transfer led to a disposal of 920 million in pension obligations. Adjustment of the pension growth rate assumed for the measurement of pension obligations from 1.5% to 1.75% resulted in an increase of 125 million in provisions.

Notes to the Balance Sheet 11 The special-purpose funds measured at fair value were netted against the provisions for pensions covered by the funds: million 1 Dec 2011 Cost Fair value Settlement amount Netted assets (special-purpose funds) Shares in affiliated companies 5 4 Investments 246 24 Long-term securities 1,978 1,925 Other assets 2 2 2,252 2,186 Netted liabilities Provisions for pensions and similar obligations 2,921 2,921 Balance of netting assets (pension provisions) 75 Provisions for pensions and similar obligations also includes provisions for concessionary power allowances of 1 million. Provisions for taxes predominantly concern the reporting year as well as tax auditing periods which are still open. Other provisions primarily relate to risks associated with investments, interest payment obligations, and contingent losses from pending financial transactions. As of the balance-sheet date, the difference stemming from the exercise of the retention option pursuant to Sec. 67, Para. 1, Sentence 2 of EGHGB amounted to 0.1 million. (9) Liabilities million 1 Dec 2011 Of which: RT 1 1 year Of which: RT 1 > 5 years 1 Dec 2010 Of which: RT 1 1 year Bonds 2,812 2,812 2,609 Bank debt 912 268 645 228 211 Trade accounts payable 18 18 1 1 Accounts payable to affiliated companies 0,902 11,828 7,654 29,462 8,58 Accounts payable to investments 2 0 0 Other liabilities,88,7 149 98 86 of which: tax (261) (261) (275) (275) of which: social security (4) (2) (1) (5) (2) 8,527 15,847 11,260,1 9,616 1 RT = remaining term. 2 Small amount.

12 Notes to the Balance Sheet In addition to the medium-term notes of RWE AG with varying maturities and interest rates, bonds consist mainly of two hybrid bonds. The hybrid bond with a volume of 1,750 million issued by RWE AG in September 2010 is subordinated to all other creditor securities; it is a perpetual and may be called only by RWE AG on specific, contractually agreed call dates or occasions. It bears an interest rate of 4.625 % p.a. until the first call date, which is in 2015. In October 2011, RWE AG issued a hybrid bond with a volume of CHF 250 million, which matures on 4 April 2072. The bond may be called by the issuer for the first time on 4 April 2017. The bond has a coupon of 5.25 %. Bank debt principally relates to bank loans and interest accruals for existing swap agreements. Accounts payable to affiliated companies concern the transfer of financial resources, tax group accounting settlements and ongoing clearing transactions. (11) Contingent liabilities and other financial obligations Contingent liabilities include guarantees, warranty agreements and liabilities from the provision of collateral for external liabilities. Liabilities from guarantees comprise performance and warranty guarantees totalling 10 million, of which 80 million relates to current business conducted by affiliated companies. Liabilities from warranty agreements totalled 21,809 million, of which 20,769 million relates to warranties for the benefit of affiliated companies. Specifically, these break down as follows: Guarantees to third parties were extended in the amount of 5,628 million, of which 5,576 million is for the benefit of affiliated companies. Joint and several liabilities of 1,06 million relate to the granting of lines of credit (bank guarantees), in accordance with their respective use. Of this, 67 million pertains to guarantees for the benefit of affiliated companies from so-called ancillary facilities. Other liabilities primarily relate to commercial paper and tax liabilities. (10) Deferred income This item exclusively relates to accrued interest equalisation payments. There were payment guarantees to the creditors of the bonds issued by RWE Finance B.V., s-hertogenbosch/netherlands, (a 100 % subsidiary of RWE AG) totalling 14,087 million, as of the balance-sheet date, within the scope of the debt-issuance programme. Issuer Issue volume Coupon in % Maturity RWE Finance B.V. 1,808 million 6.125 October 2012 RWE Finance B.V. US$250 million 2.000 February 201 RWE Finance B.V. 60 million 6.75 June 201 RWE Finance B.V. 1,000 million 5.75 November 201 RWE Finance B.V. 50 million 4.625 July 2014 RWE Finance B.V. 2,000 million 5.0 February 2015 RWE Finance B.V. 850 million 6.25 April 2016 RWE Finance B.V. 980 million 5.125 July 2018 RWE Finance B.V. 1,000 million 6.625 January 2019 RWE Finance B.V. 570 million 6.5 April 2021 RWE Finance B.V. 1,000 million 6.5 August 2021 RWE Finance B.V. 500 million 5.5 July 2022 RWE Finance B.V. 488 million 5.625 December 202 RWE Finance B.V. 760 million 6.25 June 200 RWE Finance B.V. 1,000 million 6.125 July 209

Notes to the Balance Sheet 1 There are joint and several liabilities from the transfer of pension obligations to eight affiliated companies in the amount of 22 million and of 157 million in relation to a notional cash pool. On the basis of a mutual benefit agreement, which was extended for an additional ten years in 2011, RWE AG and other parent companies of German nuclear power plant operators undertook to provide 2,244 million in funding to liable nuclear power plant operators to ensure that they are able to meet their payment obligations in the event of nuclear damages. RWE AG has a 25.851 % contractual share in the liability, plus 5 % for damage settlement costs. With the rescission of the lifetime extension for nuclear power plants based on the 1th amendment to the German Nuclear Energy Act on 1 July 2011, the payment obligations of the nuclear power plant operators to the climate and energy funds, which stem from the subsidy fund agreement between the power utilities and the Federal Government of Germany, ceased to exist; as a result, RWE AG s liability for pre-payments on the aforementioned payment obligations of the RWE Group is also void. Contingent liabilities from the provision of collateral for external liabilities amount to 270 million. Long-term securities amounting to 250 million and 20 million were deposited in a trust account for RWE AG and its subsidiaries, in order to cover credit balances stemming from the block model for pre-retirement part-time work, pursuant to Sec. 8a of the Pre-Retirement Part-Time Work Act (AltTZG) and from the management of longterm working hours accounts pursuant to Sec. 7e of the German Code of Social Law (SGB IV), respectively. This coverage applies to the employees of RWE AG as well as to the employees of Group companies. RWE AG is a co-guarantor for a joint and several liability in accordance with Sec. 1 of the German Company Transformation Act (UmwG) in connection with transactions under company transformation law. Contingent liabilities are only assumed within the scope of our business activities and after in-depth analysis of the related risks. We continuously monitor the aforementioned issues within the framework of our risk management system. In our assessment, the underlying liabilities can probably be discharged by the parties with primary responsibility. Accordingly, it is not probable that these will materialise and thus the contingent liabilities assumed need not be recognised as liabilities. The total amount of other financial obligations is 1,59 million and pertains to the following items: The co-shareholders of an affiliated company have the right to tender their shares in this company. Full exercise of this right to tender can lead to a financial obligation of 1,9 million. There is an obligation stemming from financing commitments to effect further contributions of up to 176 million to the equity capital of an investment in the following years. In relation to a control agreement, there is an obligation to an affiliated Czech company to assume losses if certain conditions are fulfilled. As of 1 December 2011, other future undiscounted financial obligations from leases and rent amounted to 78 million, of which 69 million is related to affiliated companies. Other currently unquantifiable financial obligations may arise on the basis of the following: Due to the transfer of certain pension obligations to RWE Pensionsfonds AG in previous years and in the reporting period, RWE AG, the affiliated companies and investments which entered into the Pensionsfonds agreement are legally obligated to contribute further capital in their function as employer in the event that the Pensionsfonds has insufficient funds in the future. RWE AG and some of its subsidiaries are involved in regulatory and anti-trust procedures, lawsuits and arbitration proceedings in connection with their business operations. Out-of-court claims have also been filed. However, RWE does not expect such to have any material negative effects on the RWE Group s economic or financial situation. A number of shareholder compensation claims were also filed by outside shareholders in connection with restructuring programmes under company law to examine the reasonability of the conversion ratios and /or the amount of the cash compensations. RWE AG assumes that the conversion ratios and cash compensations determined by appraisers and verified by auditing firms were reasonable.

14 Notes to the Balance Sheet (12) Derivative financial instruments and valuation units Derivative financial instruments are used to hedge currency, interest rate and price risks from foreign currency items, cash investments and financing transactions. The following overview shows our derivative financial instruments as of 1 December 2011: Nominal volume Remaining term > 1 year Fair value External Within the External Within the External Within the million Group Group Group Foreign currency derivatives Foreign exchange forwards 2,829 24,77 64 6,891 29 218 Interest-rate/cross-currency swaps 20,192 6,607 4,158 2,520 221 415 2,021 1,44 4,522 9,411 250 6 Interest rate swaps 6,67,118 5,476,118 28 20 Credit derivatives 107 107 94 94 29,801 4,569 10,092 12,62 225 406 The fair value generally corresponds to the market value of the derivative financial instrument, if such value can be reliably determined. If the market value cannot be determined reliably, the fair value is derived from the market value of similar financial instruments or using generally accepted valuation methods, such as the discounted cash flow method and the Black-Scholes model, if options are involved. This occurs taking into consideration current exchange rate relationships and market-conform yield curves. Both interest-rate and interest-rate /cross-currency swaps are used to hedge bonds and notes payable (micro hedges). Furthermore, currency futures and cross-currency swaps were concluded for individual currency risks associated at RWE AG and Group companies; most of these were passed on to Group companies congruently. These include both micro hedges and portfolio hedges, in which derivatives with the same currency risks are pooled together. Almost without exception, the derivatives listed in the table are included in the valuation units described below as underlying or hedging transactions. The volume of risks hedged with valuation units amounts to 1.7 billion. Within the scope of currency hedging, among other things, interest-rate /cross-currency swaps as well as matching offsetting transactions have been concluded with wholly-owned subsidiaries. RWE AG s derivative transactions concluded with banks and the respective offsetting transactions are grouped into valuation units, resulting in no re-measurement gains or losses. This occurs with the use of micro hedges (i.e. clear allocation of underlying transactions and hedges). The subsidiaries use these swaps and foreign currency liabilities to hedge the prices of their foreign investments. On termination of a swap, the positive or negative market value is offset against the cost of the underlying transactions without an effect on profit or loss. Cross-currency swap transactions and combined interest-rate / cross-currency swaps are concluded to hedge Group companies foreign-currency receivables and liabilities (micro hedges). Credit derivatives (credit default swaps) were concluded to hedge risks of default at a subsidiary and were passed on congruently. Changes in the market value of derivatives are offset by the corresponding changes in the market value of the existing underlying transactions. Effectiveness is demonstrated via a proper, adequate risk management system. Provisions for possible losses of 12 million were formed for the negative balances of portfolio hedges. Internal directives that are binding upon RWE AG and its subsidiaries define the range of action, responsibilities and controls allowable when trading with derivatives. In particular, with the exception of proprietary energy trading transactions, derivative financial instruments may only be used to hedge risks arising from underlying transactions and associated liquidity investment and financing procedures. All external counterparties have good credit ratings.

Notes to the Balance Sheet Notes to the Income Statement 15 Original financial instruments which are included with the aforementioned derivative financial instruments in valuation units (micro hedges) are shown in the following table: Carrying amount Fair value Of which: with a remaining term million 1 Dec 2011 1 Dec 2011 Up to 1 year 2 5 years > 5 years Financial receivables Hedged risk: Currency 5,84 5,271,12 1,959 Financial liabilities Hedged risk: Currency,4 2,691 524 754 1,41 Interest rates and currencies,212 2,800 1,205 0 1,565 Interest rates 400 454 454 6,946 5,945 1,729 784,42 Measurement gains and losses on the financial receivables and liabilities are offset by the corresponding opposing amounts from realisations and changes in the fair value of the hedging transactions. The valuation units were marked by a high level of efficiency, based on the similarity of the amounts, risks and terms involved. Notes to the Income Statement (1) Net income from financial assets million 2011 2010 Income from profit and loss transfer agreements with affiliated companies 1,549,025 Income from investments in Affiliated companies 150 141 Other companies 40 6 190 177 Expenses from profit and loss transfer agreements with affiliated companies 2,87 260 Income from other securities and loans held as financial assets 296 24 of which: from affiliated companies (287) (27) Amortisation of financial assets and current securities 1 1 5,184 (14) Net interest million 2011 2010 Other interest and similar income 299 624 of which: from affiliated companies (9) (7) Interest and similar expenses 1,718 1,05 of which: from affiliated companies ( 1,111) ( 1,082) of which: from interest accretion to other provisions (0) ( 19) 1,419 681

16 Notes to the Income Statement During the reporting period, the expense for interest accretion to pension provisions ( 177 million) was netted against the increase in fair value and other expenses and income of the spe- cial-purpose funds ( 111 million) for pension obligations. The resulting balance is reported in interest and similar expenses and is shown in the following summary: million 2011 Netted expenses Amortisation of financial assets and current securities 168 Interest and similar expenses 177 Other operating expenses 88 4 Netted income Income from investments 2 Other operating income 50 Income from other securities and loans held as financial assets 9 145 Balance from netting expenses and income as reported in other interest and similar income 288 (15) Other operating income Other operating income essentially consists of income from intragroup tax allocations, from the disposal of financial assets and from the release of provisions. (16) Staff costs million 2011 2010 Wages and salaries 81 124 Cost of social security, pensions and other benefits 4 9 of which: for pensions ( 27) (0) 115 1 Along with the service cost component of the addition to provisions for pensions, expenses for pensions include the expense for the adjustment of the pension growth rate and the transfer Annual average staff Full-time equivalents of pension obligations to RWE Pensionsfonds AG; the interest component of the addition to provisions for pensions is reported in net interest. 2011 2010 Salaried staff 516 801 of which: part-time and fixed-term employees (49) (82) Apprentices 11 11 The figures for employees are shown as full-time equivalents. These are equivalent to employees in accordance with the percentage degree of employment.

Notes to the Income Statement Other disclosures 17 (17) Other operating expenses extraordinary result stems from the ramifications of the firsttime application of the German Accounting Modernisation Act Other operating expenses primarily include administrative expenses. This item also includes other taxes. Currency translation resulted in expenses of 9 million (previous year: (BilMoG) pursuant to Sec. 67 Para. 7 of EGHGB. income of 6 million). (19) Taxes on income Taxes on income primarily relate to first-time capitalisation (18) Extraordinary result of deferred tax assets in the amount of 2,761 million The extraordinary result is composed of extraordinary income (see Note 6) and current taxes for the fiscal year and prior of 29 million (previous year: 42 million) and an extraordinary expense of 00 million (previous year: 41 million). years. The Other disclosures Information on the members of the Supervisory Board and Executive Board pursuant to Sec. 285, No. 10 of the German Commercial Code (HGB) is provided on pages 22 to 26. The Executive and Supervisory Boards have issued the declaration regarding the German Corporate Governance Code pursuant to Sec. 161 of the German Stock Corporation Act (AktG) and made it permanently accessible to the shareholders on RWE AG s website (www.rwe.com/investor-relations/corporate- governance /entsprechenserklärung). The principles of the compensation system and the amount of compensation for the Executive and Supervisory Boards are presented in the compensation report. The compensation report is part of the combined review of operations. During the period under review, no loans or advances were granted to members of the Executive or Supervisory Boards. One employee representative on the Supervisory Board was granted an advance for travel expenses. One other employee representative has outstanding loans from the period before his membership of the Board. Former members of the Executive Board of RWE AG and their surviving dependants received 1,699,000. This includes 75,000 in long-term incentive components. 17,444,000 in provisions have been made to cover pension obligations to former members of the Executive Board and their surviving dependents. The above figures are influenced by the transfer of old-age pension obligations to RWE Pensionsfonds AG effective as of 1 November 2011. In total, the Executive Board received 15,0,000 in shortterm compensation components in fiscal 2011. In addition to this, long-term compensation components from the 2011 tranche of the Beat programme amounting to,000,000 were allocated (176,68 performance shares). Total compensation of the Executive Board for fiscal 2011 thus amounts to 18,0,000. The fixed remuneration paid to members of the Supervisory Board was 1,194,000, and the variable remuneration amounted to 1,278,000. As of the balance-sheet date, the Executive Board held 275,005 performance shares from the 2009 tranche of the long-term incentive plan (Beat), 6,000 performance shares from the 2010 tranche (three-year waiting period), 122,220 performance shares from the 2010 tranche (four-year waiting period) and 194,710 performance shares from the 2011 tranche. The long-term incentive plan is described in detail in the section on equity. The overall fee charged by the auditor for the year under review as per Sec. 285 No. 17 of HGB is presented in the Notes to the consolidated financial statements.

18 Other disclosures The list below presents the announcements pursuant to Sec. 21 Para 1 of the German Securities Trading Act (WpHG): Company name Domicile + = Exceeding = Falling short of Notification threshold in % Date of reaching notification threshold Ratio of voting rights in % Number of voting rights Attributable pursuant to Sec. 22 WpHG RW Energie-Beteiligungsgesellschaft mbh & Co. KG BlackRock Financial Management, Inc. BlackRock Holdco 2, Inc. Lyxor Asset Management S.A. Lyxor International Asset Management S.A. Société Générale S.A. Lyxor Asset Management S.A. Lyxor International Asset Management S.A. Société Générale S.A. BlackRock, Inc. Atlantic Value General Partner Limited Atlantic Value Investment Partnership LP MIPL Holdings Limited MIPL Group Limited Mondrian Investment Partners Limited Deutsche Bank AG Deutsche Bank AG Dortmund, Germany + 15 20.12.2007 16.09 84,212,447 New York, USA + 06.09.2010.52 18,444,476 Wilmington, Delaware, USA + 06.09.2010.52 18,444,476 Paris, France + 16.05.2011.20 16,78,27 Paris, France + 16.05.2011.20 16,78,27 Paris, France + 16.05.2011.49 18,24,172 Paris, France - 20.06.2011 2.64 1,810,589 Paris, France - 20.06.2011 2.64 1,810,589 Paris, France - 11.07.2011 2.9 15,7,041 New York, USA + 5 24.10.2011 5.01 26,202,241 London, UK + 22.11.2011.01 15,769,45 Wilmington, Delaware, USA + 22.11.2011.01 15,769,45 London, UK + 22.11.2011.01 15,769,45 London, UK + 22.11.2011.01 15,769,45 London, UK + 22.11.2011.01 15,769,45 Frankfurt am Main, Germany +,5,10 07.12.2011 12.40 71,416,748 Frankfurt am Main, Germany -,5,10 08.12.2011 0 0 Sec. 22 Para.1 Sent. 1 No.6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6 WpHG.20 % as per Sec. 22 Para.1 Sent. 1 No. 6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6 WpHG 2.74 % as per Sec. 22 Para.1 Sent. 1 No. 6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6, Sent. 2 WpHG Sec. 22 Para.1 Sent. 1 No.6 WpHG

Other disclosures 19 As of the balance-sheet date, RWE AG held interests of more than 10% in the following investment assets: Carrying amount 1 Dec 2011 million Fair value 1 Dec 2011 million Dividends Option of daily redemption Write-downs not performed million Investment goal Real estate funds 16 16 4 No No Mixed funds 1,145 1,145 89 Yes No The investment focus of the real estate funds is restricted exclusively to European office and commercial retail property. The mixed funds primarily contain international equity and bond funds. The contractual conditions allow for redemption on a quarterly basis for the real estate funds.

20 Dividend proposal Dividend proposal Distributable profit developed as follows: Net profit 1,57,747,902.84 Profit carried forward from the previous year 8,966.69 Transfer to retained earnings 08,000,000.00 Distributable profit 1,229,786,869.5 We propose to the Annual General Meeting that RWE AG s distributable profit for fiscal 2011 be appropriated as follows: Distribution of a dividend of 2.00 per individual dividendbearing share: Dividend 1,228,894,090.00 Profit carryforward 892,779.5 Distributable profit 1,229,786,869.5 The dividend proposal takes into account the non-dividendbearing shares held by the company as of 1 December 2011. The number of dividend-bearing shares may decline before the Annual General Meeting if further treasury shares are purchased. Conversely, the number of dividend-bearing shares may rise if treasury shares are sold prior to the Annual General Meeting. In these cases, based on an unchanged dividend per dividend-bearing share, an adjusted proposal for the appropriation of the distributable profit will be made to the Annual General Meeting, in which the total amount of the appropriation is reduced by the partial amount that would be distributable for the treasury shares additionally purchased between 1 January 2012 and the date of the proposal for the appropriation of distributable profit and is increased by the partial amount that is distributable for the treasury shares sold between 1 January 2012 and the date of the proposal for the appropriation of distributable profit. The profit carryforward will increase or decline by these partial amounts. Essen, 17 February 2012 The Executive Board Großmann Terium Birnbaum Fitting Pohlig Schmitz